Corporate Governance Statement (continued)
Executive Board
56
The Executive Board may determine in the convocation notice
that any vote cast prior to the General Meeting of Shareholders
by means of electronic communication, shall be deemed to be
a vote cast in the General Meeting of Shareholders. Such a vote
may not be cast prior to the record date. A shareholder who
has cast his vote prior to the General Meeting of Shareholders
by means of electronic communication remains entitled to,
whether or not represented by a holder of a written power of
attorney, participate in the General Meeting of Shareholders.
But, once cast, a vote cannot be revoked.
Minutes
The proceedings in the General Meeting of Shareholders shall
be recorded in minutes taken by a secretary to be designated
by the General Meeting of Shareholders, which minutes shall
be signed by the chairman of the meeting and the secretary.
In the event a notarial record of the proceedings of the
General Meeting of Shareholders is drawn up, the chairman
of the meeting shall countersign the notarial record. Upon
request the record of the proceedings of the General Meeting
of Shareholders shall be submitted to shareholders ultimately
within three months after the conclusion of the meeting.
Resolutions to be adopted by the General Meeting
The General Meeting of Shareholders has authority to adopt
resolutions concerning inter alia the following matters: (i)
issue of shares by the Company or rights on shares (and
authorise the Executive Board to resolve that the Company
issues shares or rights on shares, (ii) authorise the Executive
Board to resolve that the Company acquires its own shares,
(iii) cancellation of shares and reduction of share capital, (iv)
appointment of Executive Board members, (v) the
remuneration policy for Executive Board members (v)
suspension and dismissal of Executive Board members (v)
appointment of Supervisory Board members, (vi) the
remuneration of Supervisory Board members, (vii)
suspension and dismissal of Supervisory Board members,
(viii) appointment of the Delegated Member of the
Supervisory Board, (ix) adoption of the financial statements,
(x) granting discharge to Executive and Supervisory Board
members, (xi) the profit reservation and distribution policy,
(xi) dividend distributions, (xii) a substantial change in the
corporate governance structure, (xiii) appointment of the
external auditor, (xiv) amendment of the Articles of
Association and (xv) liquidation.
Resolutions on a major change in the identity or character
of the Company or enterprise shall be subject to the approval
of the General Meeting of Shareholders. This would at least
include (a) the transfer of the enterprise or the transfer of
practically the entire enterprise of the Company to a third
party, (b) the entering into or the termination of a lasting co
operation of the Company or a subsidiary with another legal
entity or company or as fully liable partner in a limited
partnership or general partnership, if such co-operation or
termination is of fundamental importance to the Company
and (c) acquiring or disposing of a participation in the capital
of a company by the Company or a subsidiary amounting to
at least one-third of the amount of assets according to the
Company's consolidated balance sheet plus explanatory
notes as laid down in the last adopted financial statements
of the Company.
Provision of information
The Executive Board and the Supervisory Board shall
provide the General Meeting of Shareholders with all
requested information, unless this would be contrary to an
overriding interest of the Company. If the Executive Board
and the Supervisory Board invoke an overriding interest,
they shall give reasons.
Composition and role of the Executive Board
The Executive Board consists of two members, Chairman/
CEO Jean Francois (J.F.M.L.) van Boxmeer and CFO René (D.R.)
Fiooft Graafland.
The Executive Board members are appointed by the General
Meeting of Shareholders from a non-binding nomination drawi
up by the Supervisory Board. The Supervisory Board appoints
one of the Executive Board members as Chairman/CEO.
The General Meeting of Shareholders can dismiss members
of the Executive Board by a majority of the votes cast, if
the subject majority at least represents one-third of the
issued capital.
The role of the Executive Board is to manage the Company,
which means, amongst other things, that it is responsible for
setting and achieving the operational and financial objective
of the Company, the design of the strategy to achieve the
objectives, the parameters to be applied in relation to the
strategy (for example in respect of the financial ratios), the
associated risk profile, the development of results and
corporate social responsibility issues that are relevant to the
enterprise. The Executive Board is accountable for this to the
Supervisory Board and to the General Meeting. In discharging
its role, the Executive Board shall be guided by the interests
of the Company and its affiliated enterprises, taking into
consideration the interests of the Company's stakeholders.
The Executive Board is responsible for complying with all
primary and secondary legislation, for managing the risks
associated with the Company's activities and for financing
the Company.
A member of the Executive Board shall not take part in any
discussion or decision-making that involves a subject or
transaction in relation to which he has a conflict of interest
with the Company.
Annual Report 2009 - Heineken N.V.
